0001144204-13-031579.txt : 20130524 0001144204-13-031579.hdr.sgml : 20130524 20130524160121 ACCESSION NUMBER: 0001144204-13-031579 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130524 DATE AS OF CHANGE: 20130524 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMTC CORP CENTRAL INDEX KEY: 0001108320 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 980197680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60537 FILM NUMBER: 13872053 BUSINESS ADDRESS: STREET 1: 635 HOOD ROAD STREET 2: MARKHAM CITY: ONTARIO CANADA ZIP: L3R 4N6 BUSINESS PHONE: 9054791810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D 1 v346134_sc13d.htm SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

SMTC CORPORATION

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

832682207

(CUSIP Number)

 

 

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

May 16, 2013

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ].

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

1
 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 2 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

198,654 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

198,654 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

198,654 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

 

14

 

TYPE OF REPORTING PERSON*

 

PN 

 

2
 

  

SCHEDULE 13D

 

CUSIP No. 832682207   Page 3 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

310,669 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

310,669 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

310,669 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

 

14

 

TYPE OF REPORTING PERSON*

 

PN

 

3
 

  

SCHEDULE 13D

 

CUSIP No. 832682207   Page 4 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

151,062 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

151,062 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

151,062 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%

 

14

 

TYPE OF REPORTING PERSON*

 

CO

 

 

4
 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 5 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing Plan

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

200,365 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

200,365 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

200,365 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

 

14

 

TYPE OF REPORTING PERSON*

 

EP

 

5
 

 

 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 6 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

509,323 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

509,323 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

509,323 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.1%

 

14

 

TYPE OF REPORTING PERSON*

 

OO

 

6
 

 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 7 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

151,062 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

151,062 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

151,062 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%

 

14

 

TYPE OF REPORTING PERSON*

 

CO

 

7
 

 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 8 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

860,750 (See Item 5)

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

860,750 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

860,750 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.3%

 

14

 

TYPE OF REPORTING PERSON*

 

IN

 

8
 

SCHEDULE 13D

 

CUSIP No. 832682207   Page 9 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

 

7

SOLE VOTING POWER

 

660,385 (See Item 5)

 

OWNED BY

EACH

 

8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

9

SOLE DISPOSITIVE POWER

 

660,385 (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

660,385 (See Item 5)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

 

14

 

TYPE OF REPORTING PERSON*

 

IN

9
 
Item 1.Security and Issuer.

 

This statement relates to the Common Stock, $.001 value per share (the “Common Stock”), of SMTC Corporation, a Canadian corporation (the “Issuer”). The Issuer maintains its principal executive office at 635 Hood Road, Markham, ON, Canada LR3 4N6.

 

Item 2.Identity and Background.

 

This Schedule 13D is filed by Wynnefield Partners Small Cap Value, L.P. (“Partners”), Wynnefield Partners Small Cap Value, L.P. I (“Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Offshore”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”), Nelson Obus and Joshua Landes (collectively the “Wynnefield Reporting Persons”).

 

(a), (b), (c) and (f). Partners, Partners I, Offshore, the Plan, WCM, and WCI are each separate and distinct entities with different beneficial owners (whether designated as limited partners, shareholders or members).

 

WCM, a New York limited liability company, is the general partner of Partners and Partners I, each a private investment company organized as a limited partnership under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the co-managing members of WCM. Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, NY 10123.

 

(d) and (e). During the past five years, none of the Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of $2,028,647. All such funds were provided from the working capital of the Wynnefield Reporting Persons which directly beneficially own such securities.

 

Item 4.Purpose of Transaction.

 

The Wynnefield Reporting Persons have no current plans or proposals which, other than as expressly set forth below, would relate to or would result in any of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. To the extent permitted by law, the Wynnefield Reporting Persons may seek to engage in discussions with other shareholders and/or with management and the board of directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intentions with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

10
 

 

The Wynnefield Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

 

Item 5.Interest in Securities of the Issuer.

 

(a), (b) and (c). The number of shares of the Issuer’s Common Stock and the percentage of the outstanding shares (the percentage of shares being based upon 16,344,193 shares of Common Stock outstanding as of April 26, 2013, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 10, 2013) directly beneficially owned by each Wynnefield Reporting Person is as follows:

 

 

Name

Number of Shares

Percentage of

Outstanding Shares

 

Partners

 

Partners I

 

Offshore

 

The Plan

 

198,654

 

310,669

 

151,062

 

200,365

1.2%

 

1.9%

 

0.9%

 

1.2%

 

 

WCM is the sole general partner of Partners and Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the shares of Common Stock that Partners and Partners I beneficially own. Nelson Obus and Joshua Landes are the co-managing members of WCM and, accordingly, they may be deemed to be the indirect beneficial owners of the shares of Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, have the sole power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Offshore and, accordingly, may be deemed to be the indirect beneficial of the Common Stock that Offshore beneficially owns. WCI has the sole power to direct the voting and disposition of the Common Stock that Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

11
 

  

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner of the shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 860,750 shares of Common Stock, constituting approximately 5.3% of the outstanding shares of Common Stock (the percentage of shares being based upon 16,344,193 shares of Common Stock outstanding as of April 26, 2013, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 10, 2013).

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days, as follows (prices exclude brokerage commissions);

 

Name

 

Date Number of Shares Price Per Share
Partners May 16, 2013 18,329 $1.873
         
Partners I May 16, 2013 29,099 $1.873
         
Offshore May 16, 2013 13,872 $1.873

 

(d) No person, other than each of the Wynnefield Reporting Persons referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

 

(e) Not applicable.

  

12
 

 

Item 6.Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
.

 

Messrs. Obus and Landes may be deemed to have beneficial ownership and control of the shares of the Issuer’s Common Stock held by Partners and Partners I by virtue of their control of the General Partner of such entities. Messrs. Obus and Landes disclaim beneficial ownership of the shares of the Issuer’s Common Stock held by Partners and Partners I.

 

Other than as set forth above, the Wynnefield Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) either amongst themselves or with any other persons with respect to the shares of the Issuer’s Common Stock.

 

Item 7.Material to be Filed as Exhibits.

 

Exhibit 1Joint Filing Agreement, dated as of May 23, 2013
13
 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 23, 2013

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

By: /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

14
 

 

EXHIBIT 1

 

SCHEDULE 13D JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of SMTC Corporation is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: May 23, 2013

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

By: /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

15